**Exhibit 4.3**

 

**NEUSTAR, INC.**

 

**STOCKHOLDERSAGREEMENT**

 

ThisSTOCKHOLDERS AGREEMENT, dated as of June 28, 2005 (as amended, modified orsupplemented from time to time, this “**Agreement**”),is entered into by and among (i) NeuStar, Inc., a Delawarecorporation (the “**Company**”); (ii) Warburg,Pincus Equity Partners, L.P., a Delaware limited partnership (“**WPEP**”); Warburg, Pincus Netherlands EquityPartners I, C.V., a Netherlands limited partnership; and Warburg, PincusNetherlands Equity Partners III, C.V., a Netherlands limited partnership(collectively, the “**Warburg Entities**”);(iii) MidOcean Capital Investors, L.P., a Delaware limited partnership (“**MidOcean**”), the successor-in-interest to DBCapital Investors, L.P., a Delaware limited partnership (“**DB Capital**”); (iv) ABS CapitalPartners IV, L.P., a Delaware limited partnership; ABS Capital Partners IVOffshore, L.P., a Cayman Islands Exempted Limited Partnership; ABS CapitalPartners IV-A, L.P., a Delaware limited partnership; and ABS Capital PartnersIV Special Offshore, L.P., a Cayman Islands Exempted Limited Partnership(collectively, “**ABS**” and, togetherwith the Warburg Entities and MidOcean, collectively, the “**Institutional Investors**”); and (v) LynnEtheridge Davis and Edward J. Hawie, each as trustee (together with anyadditional trustees appointed under the Amended and Restated Trust Agreement,or successor or successors under the Amended and Restated Trust Agreement,collectively, the “**Trustees**”)under the Amended and Restated Trust Agreement, dated September 24, 2004(as amended, modified or supplemented from time to time, the “**Voting Trust Agreement**”), by and among theCompany, the Warburg Entities, MidOcean, ABS, certain individuals and theTrustees.

 

**BACKGROUND**

 

On August 26,2004, the Federal Communications Commission (“**FCC**”)released an order, *NeuStar, Inc.Request to Allow Certain Transactions Without Prior Commission Approval and toTransfer Ownership*, Order, CC Docket No. 92-237 (the “**Safe Harbor Order**”), authorizing changesand imposing limitations on the Company, including, among other things,restrictions on the ownership, voting and transfer of shares (each, a “**Share**” and, collectively, the “**Shares**”) of the Company’s capital stock (“**Capital Stock**”).

 

**AGREEMENT**

 

Inconsideration of the mutual covenants and agreements herein contained, theparties hereto hereby agree as follows:

 

1.               Board Matters.

 

(a)                                  Warburg.

 

(i)                                     Foras long as the Warburg Entities own beneficially (within the meaning of Rule 13d-3under the Exchange Act) at least twenty percent (20%) of the outstanding Sharesof Capital Stock, including any Shares held by the Trustees on behalf of theWarburg Entities pursuant to the Voting Trust Agreement, then, subject toapplicable law (including the law governing the fiduciary duties of the directorsof the Company), compliance with the FCC Neutrality Requirements and the rules andregulations of the SEC and the Nasdaq Stock Market, the Company will nominateand use its reasonable best efforts to cause to be elected and cause to remainas directors on its board of directors (the “**Board**”),two individuals designated by WPEP and reasonably acceptable to the Company(each, a “**Warburg Designee**”).

 

(ii)                                  Inthe event Section 1(a)(i) is no longer applicable and for as long asthe Warburg Entities own beneficially (within the meaning of Rule 13d-3under the Exchange Act) at least 

 

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five percent(5%) but less than twenty percent (20%) of the outstanding Shares of CapitalStock, including any Shares held by the Trustees on behalf of the WarburgEntities pursuant to the Voting Trust Agreement, then, subject to applicablelaw (including the law governing the fiduciary duties of the directors of theCompany), compliance with the FCC Neutrality Requirements and the rules andregulations of the SEC and the Nasdaq Stock Market, the Company will nominateand use its reasonable best efforts to cause to be elected and cause to remainas directors on the Board, one Warburg Designee.

 

(b)           MidOcean.

 

(i)                                     Foras long as MidOcean owns beneficially (within the meaning of Rule 13d-3under the Exchange Act) at least two-and-one-half percent (2.5%) of theoutstanding Shares of Capital Stock, including any Shares held by the Trusteeson behalf of MidOcean pursuant to the Voting Trust Agreement, then, subject toapplicable law (including the law governing the fiduciary duties of thedirectors of the Company), compliance with the FCC Neutrality Requirements andthe rules and regulations of the SEC and the Nasdaq Stock Market, theCompany will nominate and use its reasonable best efforts to cause to beelected and cause to remain as directors on the Board, one individualdesignated by MidOcean and reasonably acceptable to the Company (the “**MidOcean Designee**”).

 

(ii)                                  Inthe event that the FCC Neutrality Requirements require that no MidOceanDesignee serve on the Board, then, for as long as MidOcean owns beneficially(within the meaning of Rule 13d-3 under the Exchange Act) at leasttwo-and-one-half percent (2.5%) of the outstanding Shares of Capital Stock,including any Shares held by the Trustees on behalf of MidOcean pursuant to theVoting Trust Agreement, subject to applicable law (including the law governingthe fiduciary duties of the directors of the Company), compliance with the FCCNeutrality Requirements and the rules and regulations of the SEC and theNasdaq Stock Market, the Company will use its reasonable best efforts in orderto cause an individual from time to time designated by MidOcean and reasonablyacceptable to the Company (the “**MidOceanObserver**”) to be entitled, in his or her sole discretion, to attendand participate in, as a non-voting observer, all meetings (includingparticipation in telephonic meetings) of the Board (and any committee thereof);*provided*, that the Board or suchcommittee may exclude the MidOcean Observer from any meeting at which thematters under discussion or consideration would give rise to a conflict ofinterest between MidOcean or any of its Affiliates, on the one hand, and theCompany or any of its Affiliates, on the other hand. Prior to attending anymeeting, the MidOcean Observer shall be required to enter into aconfidentiality agreement with the Company, in form and substance reasonablysatisfactory to the Company and the MidOcean Observer. For so long as theMidOcean Observer is entitled to attend meetings of the Board, the Companyshall provide the MidOcean Observer with:

 

(A)                              noticeof each meeting of the Board (and any committees thereof), concurrently withproviding such notice to any of the members of the Board;

 

(B)                                anyand all written information delivered to, and any and all material orallydelivered information provided (other than any such material orally deliveredinformation as may be provided in the course of any meeting of the Board (orany committee thereof)) to, any of the members of the Board in his or hercapacity as a director (other than information relating to any matter thatwould give rise to a conflict of interest between the Company or any of itsAffiliates, on the one hand, and MidOcean or any of its Affiliates, on theother hand), as soon as reasonably practicable after such information isdelivered or provided to any such member of the Board.

 

(c)           ABS.  For as long as ABS owns beneficially (withinthe meaning of Rule 13d-3 under the Exchange Act) at least one-and-one-quarterpercent (1.25%) of the outstanding Shares of

 

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Capital Stock, including anyShares held by the Trustees on behalf of ABS pursuant to the Voting TrustAgreement, then, subject to applicable law (including the law governing thefiduciary duties of the directors of the Company), compliance with the FCCNeutrality Requirements and the rules and regulations of the SEC and theNasdaq Stock Market, the Company will use its reasonable best efforts in orderto cause an individual from time to time designated by ABS and reasonablyacceptable to the Company (the “**ABS Observer**”)to be entitled, in his or her sole discretion, to attend and participate in, asa non-voting observer, all meetings (including participation in telephonicmeetings) of the Board (and any committee thereof); *provided*, that the Board or such committee may exclude theABS Observer from any meeting at which the matters under discussion orconsideration would give rise to a conflict of interest between ABS or any ofits Affiliates, on the one hand, and the Company or any of its Affiliates, onthe other hand. Prior to attending any meeting, the ABS Observer shall berequired to enter into a confidentiality agreement with the Company, in formand substance reasonably satisfactory to the Company and the ABS Observer. Forso long as the ABS Observer is entitled to attend meetings of the Board, theCompany shall provide the ABS Observer with:

 

(i)                                     noticeof each meeting of the Board (and any committees thereof), concurrently withproviding such notice to any of the members of the Board;

 

(ii)                                  anyand all written information delivered to, and any and all material orallydelivered information provided (other than any such material orally deliveredinformation as may be provided in the course of any meeting of the Board (orany committee thereof)) to, any of the members of the Board in his or hercapacity as a director (other than information relating to any matter thatwould give rise to a conflict of interest between the Company or any of itsAffiliates, on the one hand, and ABS or any of its Affiliates, on the otherhand), as soon as reasonably practicable after such information is delivered orprovided to any such member of the Board.

 

2.*              *ExceptedHolder Limit.  The Warburg Entitiesown 40,941,117 shares of the Company’s Class A common stock, and holdcurrently exerciseable warrants to acquire an additional 6,361,383 shares ofthe Company’s Class A common stock. The Company hereby establishes 47,302,501shares of Class A common stock as the “Excepted Holder Limit” for theWarburg Entities (as that term is defined in the Company’s Charter), and theWarburg Entities agree (on behalf of themselves and their Affiliates) not toacquire any additional securities of the Company (whether directly orindirectly) unless such acquisition (or the ownership of Capital Stockresulting from such acquisition) is in compliance with the FCC neutralityrequirements applicable to the Company. The Company agrees that, except to theextent that it would be consistent with the FCC neutrality requirementsapplicable to the Company or otherwise approved by the FCC, it will not enterinto any transaction that would have the effect of increasing the WarburgEntities’ collective percentage equity interest in the Company. The Companyagrees that it will not change the Excepted Holder Limit for the WarburgEntities, as set forth in this Section 2, without the prior writtenconsent of the Warburg Entities, except to the extent that an upward adjustmentis necessary to effect a stock split or stock dividend in respect of theCompany’s outstanding shares of Class A common stock.

 

3.               Termination.

 

(a)                                  ThisAgreement shall automatically terminate in the event that: (i) as to theWarburg Entities, when the Warburg Entities own beneficially (within themeaning of Rule 13d-3 under the Exchange Act) less than five percent (5%)of the outstanding Shares of Capital Stock, including any Shares held by theTrustees on behalf of the Warburg Entities pursuant to the Voting TrustAgreement, (ii) as to MidOcean, when MidOcean owns beneficially less thantwo-and-one-half percent (2.5%) of the outstanding Shares of Capital Stock,including any Shares held by the Trustees on behalf of MidOcean pursuant to theVoting Trust Agreement, and (iii) as to ABS,

 

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when ABS ownsless than one-and-one-quarter percent (1.25%) of the outstanding Shares ofCapital Stock, including any Shares held by the Trustees on behalf of ABSpursuant to the Voting Trust Agreement. The termination of the rights andobligations of an Institutional Investor under this Agreement pursuant toclause (i), (ii) or (iii) above shall not in any way affect therights and obligations of any other party to this Agreement.

 

(b)                                 ThisAgreement may be terminated by the written consent of the InstitutionalInvestors and the Company.

 

4.               Interpretationof this Agreement.

 

(a) **Terms Defined.  As used in this Agreement, the followingterms have the respective meaning set forth below:

 

“**Affiliate**” shall mean,with respect to any Person, any other Person directly or indirectlycontrolling, controlled by, or under direct or indirect common control with,such Person; *provided*, that nostockholder of the Company shall be deemed an Affiliate of any otherstockholder of the Company solely by reason of any investment (whether equityor debt) in the Company. For the purpose of this definition, the term “control”(including with correlative meanings, the terms “controlling,” “controlled by”and “under common control with”), as used with respect to any Person, means thepossession, direct or indirect, of the power to direct or cause the directionof the management and policies of such Person, whether through the ownership ofvoting securities or by contract or otherwise. Notwithstanding the foregoing,the term “affiliate,” as used to describe a Person who is affiliated with aTSP, shall have the meaning ascribed in 47 C.F.R. § 52.12(a)(1)(i).

 

“**Exchange Act**” shall meanthe Securities Exchange Act of 1934, as amended, and all regulationspromulgated thereunder, as in effect from time to time.

 

“**FCC”** shall mean theFederal Communications Commission.

 

“**FCC Neutrality Requirements**”shall mean the neutrality requirements to which the Company is subject underthe applicable laws, regulations, rules and orders of the FCC.

 

“**Person**” shall mean anindividual, partnership, joint-stock company, corporation, limited liabilitycompany, trust or unincorporated organization, and a government or agency orpolitical subdivision thereof, or other entity.

 

“**SEC**” shall mean theSecurities and Exchange Commission.

 

“**security, securities**”shall have the meaning set forth in Section 2(1) of the SecuritiesAct.

 

**vote, voting:** shallmean any vote, consent or other approval, whether at a meeting of stockholdersor an action by written consent in lieu of a meeting of stockholders.

 

(b) **Directly orIndirectly.  Where any provision inthis Agreement refers to action to be taken by any Person, or which such Personis prohibited from taking, such provision shall be applicable whether suchaction is taken directly or indirectly by such Person.

 

4.               Miscellaneous.

 

(a)                                  GoverningLaw.  This Agreement shall begoverned by and construed in accordance with the laws of the State of Delawareapplicable to contracts made and to be performed entirely within such State.

 

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(b)*                                *Notices.  All communications under this Agreement shallbe in writing and shall be delivered by hand or facsimile or mailed byovernight courier or by registered or certified mail, postage prepaid:

 

(i)                                     ifto any of the Institutional Investors, at the address or facsimile number ofsuch Institutional Investor shown on *Schedule I*hereto, or at such other address as such Institutional Investor mayhave furnished the Company in writing;

 

(ii)                                  ifto the Company, at 46000 Center Oak Plaza, Sterling, VA 20166 (facsimile:(571) 434-4735), marked for attention of Chief Executive Officer, or atsuch other address as it may have furnished in writing to each of theInstitutional Investors.

 

Any notice so addressed shall be deemed to be given: if delivered byhand or facsimile, on the date of such delivery; if mailed by reputableovernight courier, on the first business day following the date of suchmailing; and if mailed by registered or certified mail, on the third businessday after the date of such mailing.

 

(c)                                  EntireAgreement; Amendment and Waiver. This Agreement constitutes the entire understanding of the partieshereto relating to the subject matter hereof and supersedes all priorunderstandings among such parties, including the Amended and RestatedStockholders Agreement, dated as of September 24, 2004, by and among theCompany, the Institutional Investors, the Trustees and certain additionalparties named therein, and any predecessor agreement thereto. This Agreementmay be amended, and the observance of any term of this Agreement may be waived,with (and only with) the written consent of the Company and each of theInstitutional Investors.

 

(d)                                 Severability.  Each party to this Agreement shall berequired to perform his or its obligations hereunder only to the maximum extentpermitted by law, and this Agreement shall not be construed to require anyparty to take any action that would violate applicable law or that wouldotherwise be unenforceable as to such party. Moreover, if any term or provisionspecified herein is held by a court of competent jurisdiction to be inviolation of any applicable local, state or federal ordinance, statute, law,administrative or judicial decision, or public policy, and if such court shoulddeclare such term or provision to be illegal, invalid, unlawful, void, voidableor unenforceable as written, then such provision shall be given full force andeffect to the fullest possible extent that it is legal, valid and enforceable,and the remainder of the terms and provisions herein shall be construed as ifsuch illegal, invalid, unlawful, void, voidable or unenforceable term orprovision were not contained herein, but only to the extent that giving effectto such provision and the remainder of the terms and provisions hereof shall bein accordance with the intent of the parties.

 

(e)                                  Counterparts.  This Agreement may be executed in two or morecounterparts, each of which shall be deemed an original and all of which togethershall be considered one and the same agreement.

 

[SIGNATURE PAGES FOLLOW]

 

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IN WITNESSWHEREOF, the parties hereto have executed this Amended and RestatedStockholders Agreement as of the date first above written.

 
|   | **NEUSTAR, INC.**                                                                                                                                                  |
|--------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   | ** **                                                                                                                                                              |
|   | By:                                                                                                                                                                     | /s/ Jeffrey E. Ganek |
|   |                                                                                                                                                                    | Name:  Jeffrey Ganek |
|   |                                                                                                                                                                    | Title:  Chairman and Chief Executive Officer |
|   |                                                                                                                                                                    |   |
|   | **WARBURG, PINCUS EQUITY PARTNERS, L.P.****WARBURG, PINCUS NETHERLANDS EQUITY PARTNERS  I, C.V.  WARBURG, PINCUS NETHERLANDS EQUITY PARTNERS III, C.V.** |
|   | ** **                                                                                                                                                              |
|   | Each by:  Warburg, Pincus & Co., as General Partner                                                                                                            |
|   |                                                                                                                                                                    |   |
|   | By:                                                                                                                                                                     | /s/ Henry  Kressel |
|   |                                                                                                                                                                    | Name: Henry  Kressel |
|   |                                                                                                                                                                    | Title:  Managing Director |
|   |                                                                                                                                                                    |   |
|   | **MIDOCEAN CAPITAL INVESTORS, L.P.**                                                                                                                                    |
|   | ** **                                                                                                                                                              |   |
|   | By:                                                                                                                                                                     | MidOcean  Capital Partners, L.P., its General Partner |
|   |                                                                                                                                                                    |   |
|   |                                                                                                                                                                    | By:  Existing  Fund GP, Ltd., its General Partner |
|   |                                                                                                                                                                    |   |
|   | By:                                                                                                                                                                     | /s/ Frank Schiff |
|   |                                                                                                                                                                    | Name: Frank  Schiff |
|   |                                                                                                                                                                    | Title: |

 

**SIGNATUREPAGE TO NEUSTAR AMENDED AND RESTATED STOCKHOLDERS AGREEMENT**

 

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|   | **ABS CAPITAL PARTNERS IV, L.P.****ABS CAPITAL PARTNERS IV OFFSHORE, L.P.****ABS CAPITAL PARTNERS IV-A, L.P.****ABS CAPITAL PARTNERS IV SPECIAL  OFFSHORE, L.P.** |
|--------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   | ** **                                                                                                                                                                  |
|   | Each by: ABS  Partners IV, L.L.C., as General Partner                                                                                                                  |
|   |                                                                                                                                                                        |
|   | By:                                                                                                                                                                         | /s/ Timothy  T. Weglicki |
|   |                                                                                                                                                                        | Name:  Timothy T. Weglicki |
|   |                                                                                                                                                                        | Title:  Managing Member of ABS Partners IV, L.L.C. |
|   |                                                                                                                                                                        |   |
|   | **LYNN ETHERIDGE DAVIS, as trustee**                                                                                                                                        |
|   | ** **                                                                                                                                                                  |   |
|   | By:                                                                                                                                                                         | /s/ Lynn  Etheridge Davis |
|   |                                                                                                                                                                        |   |
|   | **EDWARD J. HAWIE, as trustee**                                                                                                                                             |
|   | ** **                                                                                                                                                                  |   |
|   | By:                                                                                                                                                                         | /s/ Edward  J. Hawie |

 

**SIGNATUREPAGE TO NEUSTAR AMENDED AND RESTATED STOCKHOLDERS AGREEMENT**

 

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**INSTITUTIONALINVESTORS**

 

Investor Name

 

Warburg Entities

466 Lexington Ave.

New York, NY 10017

Facsimile: (212) 878-9359

Attention: Scott A. Arenare

 

MidOcean Capital Investors,L.P.

320 Park Avenue, 17th Floor

New York, NY 10154

Facsimile: (212) 497-1373

 

ABS Capital Partners IV, L.P.

ABS Capital Partners IVOffshore, L.P.

ABS Capital Partners IV-A, L.P.

ABS Capital Partners IV SpecialOffshore, L.P.

c/o ABS Capital Partners

400 E. Pratt Street, Suite 910

Baltimore, Maryland 21202

Attention: Tim Weglicki

Facsimile: (410) 246-5606

 

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